Exhibit 10.27
MODIFICATION AGREEMENT
THIS AGREEMENT, made this 9th day of April, 2002, by and among WEBSTER
BANK, a federally chartered savings bank with an office at 145 Bank Street,
Waterbury, Connecticut 06702 (the "Lender") and VERMONT PURE HOLDINGS, LTD,
(f/k/a VP Merger Parent, Inc.), a Delaware corporation with an office at
Catamount Industrial Park, Route 66, Randolph, Vermont 05060 ("Holdings"),
CRYSTAL ROCK SPRING WATER COMPANY, a Connecticut corporation with an office at
1050 Buckingham Street, Watertown, Connecticut 06795 ("Crystal Rock"), PLATINUM
ACQUISITION CORP. (f/k/a Vermont Pure Holdings, Ltd.), a Delaware corporation
with an office at Catamount Industrial Park, Route 66, Randolph, Vermont 05060
("Platinum") and VERMONT PURE SPRINGS, INC., a Delaware corporation with an
office at Catamount Industrial Park, Route 66, Randolph, Vermont 05060 ("VPS"),
and ADIRONDACK COFFEE SERVICE, INC. ("Adirondack") EXCELSIOR SPRING WATER
COMPANY, INC. ("Excelsior") (Adirondack and Excelsior are herein referred to as
The "Guarantors") and the Guarantors, collectively with VPS, Holdings, Crystal
Rock and Platinum, are herein referred to as the "Obligors".
WITNESSETH:
WHEREAS, on October 5, 2000, the Obligors entered into a Commercial Loan
and Security Agreement which was amended and restated by Amended and Restated
Loan and Security Agreement dated as of November 1, 2001 (herein, as the same
has been modified to the date hereof, the "Loan Agreement") with the Lender,
which Loan Agreement governs and secures the various financing transactions
undertaken to the date hereof between the Obligors and the Lender; and
WHEREAS, the Obligors and the Lender desire to change the terms of the
Loan Agreement by amending Section 1.1 (III) thereof.
NOW THEREFORE, it is agreed as follows:
(1) All facts of the above-recited preamble are hereb acknowledged as
complete and accurate and shall be incorporated into this Modification as if
fully restated herein and the Obligors jointly and severally represent that no
Event of Default or event which with the giving of a notice or the passage of
time would constitute an Event of Default has occurred under the Loan Agreement
and any and all agreements, instruments and documents, evidencing, governing
and/or securing the financing transactions outlined in the Loan agreement or
executed in connection with the Loan Agreement (herein all collectively the
"Loan Documents").
(2) Section 1.1 (III) of the Loan and Security Agreement shall be and
hereby is amended to read in full as follows:
"(III) "Unfinanced Capital Expenditures" means Capital
Expenditures financed with a party other than Lender but shall not
include $600,000 expended by the obligors for shrink wrapping equipment
and $1,200,000 expended by Obligors for bottling equipment."
(3) All references to the "Loan and Security Agreement" in all Loan
Documents and in all instruments, documents and agreements evidencing, securing
or governing any of the Loan Documents shall be deemed to be references to the
Loan Agreement as modified hereby.
(4) This Modification shall be effective as of January 30, 2002.
(5) The indebtedness evidenced by said Loan Documents continues
outstanding, and the execution and delivery to the Lender of this Modification
Agreement does not constitute the creation of a new debt or the extinguishment
of the debt evidenced by the Loan Documents but constitutes only an amendment of
certain of the terms with respect thereto.
(6) Nothing contained herein shall operate to release any of the
Obligors of any liability to pay the Notes (as defined in the Loan Agreement)
and to keep and perform the terms, conditions, obligations and agreements
contained in the Loan Agreement and in all of the Loan Documents.
(7) The Obligors hereby acknowledges and agrees that it has no
defense, offset, recoupment or counterclaim with respect to the indebtedness
evidenced b the Notes or the obligations set forth in the Loan Agreement (as
amended hereby) or any of the Loan Documents and the Obligors hereby releases
the Lender from any and all liability arising directly or indirectly with
respect to the Loan Documents, the debt evidenced or governed by any of the Loan
Documents and any and all actions taken by the Lender with respect to the
transactions contemplated therein.
In Witness Whereof, the parties have caused this Modification Agreement to
be duly executed and delivered by the proper and duly authorized officers as of
the date and year first above written.
WITNESSED:
VERMONT PURE HOLDINGS, LTD
/s/ Ross Rapaport For itself and as successor to
- ------------------ Platinum Acquisition Corp.
By:/s/ Timothy G. Fallon
----------------------------
/s/ Carol Lintz Name: Timothy G. Fallon
- ---------------- Title: CEO
/s/ Ross Rapaport CRYSTAL ROCK SPRING WATER COMPANY
- ------------------
/s/ Carol Lintz By: /s/ Peter Baker
- ---------------- -----------------
Name: Peter B. Baker
Title: President
/s/ Ross Rapaport PLATINUM ACQUISITION CORP.
- ------------------
/s/ Carol Lintz By: /s/ Timothy Fallon
- ---------------- -------------------
Name: Timothy G. Fallon
Title: CEO
/s/ Ross Rapaport VERMONT PURE SPRINGS, INC.
- ------------------
/s/ Carol Lintz By: /s/ Timothy Fallon
- ---------------- -------------------
Name: Timothy G. Fallon
Title: CEO
/s/ Ross Rapaport ADIRIONDACK COFFEE SERVICE, INC.
- ------------------
/s/ Carol Lintz By: /s/ Timothy Fallon
- ---------------- -------------------
Name: Timothy G. Fallon
Title: CEO
/s/ Ross Rapaport EXCELSIOR SPRING WATER COMPANY, INC.
- ------------------
/s/ Carol Lintz By: /s/ Timothy Fallon
- ---------------- -------------------
Name: Timothy G. Fallon
Title: CEO
/s/ Ross Rapaport WEBSTER BANK
- ------------------
/s/ Carol Lintz By: /s/ Robert Teittinen
- ---------------- ---------------------
Name: Robert E. Teittinen
Title: Vice President